Abstract Chronic diseases are the most substantial threat to women?s health across the globe; affecting lifespan, quality of life, and functionality. Minority women in the United States, particularly African-American and Hispanic, are disproportionately impacted by chronic diseases, and the effects are amplified for those living at or near the federal threshold for poverty. Complex and multi-level factors contribute to chronic disease, including genetics, behavioral choices, and social determinants such as economics, environment, stress, early childhood development, social exclusion, social support networks, and access to healthy food and health care. Some health behaviors, such as physical activity, sedentary time, stress management, and nutrition, have been identified as a mechanism with which to substantially reduce the incidence and impact of chronic diseases such as diabetes, cancer and cardiovascular disease. The Texas Center for Health Disparities received NIMHD funding to address women?s chronic health conditions through community outreach and research strategies from 2012-2017. A workgroup of community members, former research and program participants, and UNTHSC faculty and staff utilized a Community- Based Participatory Research (CBPR) process to design SHE Tribe (She?s Healthy and Empowered), a social- network based initiative to support healthy behavior adoption among women in underserved communities. This effort was based on our earlier finding that women in underserved neighborhoods were often resistant to participating in a ?disease-labeled? intervention (e.g., obesity prevention) and expressed a desire to practice wellness-oriented behaviors that have been adapted for their social and cultural groups. These findings were consistent with the growing body of literature indicating that being ?healthy and strong? is perceived as more desirable than engaging in a program where the explicit expectation is to lose weight. As part of the development process, the workgroup sought to develop a sustainable, evidence-based approach that would appeal to underserved communities that are disproportionately impacted by chronic disease. This exploratory 2-year project will address the following aims: AIM 1. Determine whether SHE Tribe can be feasibly implemented with groups of women from communities at high risk for chronic health conditions. AIM 2. Examine how health behaviors are adopted by individuals and diffused through social networks. The impact of this study will be the refinement of an intervention that supports sustainability and reach in underserved communities that are at high-risk for chronic diseases. The emphasis on a constellation of healthy behaviors and the use of peer facilitators will appeal to the cultural identities of women residing in underserved and/or high poverty communities.